Terms of Service

1. Acceptance and Definitions

1.1 Acceptance. These Terms of Service (“Terms”) constitute a legally binding agreement between FR8 Tech, Inc. (“FR8 Tech”, “we”, “us”, or “our”) and the entity or person accessing or using the VisitorFlow platform (“Customer”, “you”, or “your”). By clicking “I agree”, creating an account, or otherwise accessing or using the Service, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not use the Service.

1.2 Definitions. In these Terms: “Service” means the VisitorFlow visitor management platform, including the web dashboard, iPad kiosk application, mobile host application, APIs, and any associated software or documentation provided by FR8 Tech. “Customer Data” means all data, including personal data of visitors, employees, contractors, and other individuals, that Customer or its users submit to or generate through the Service. “Subscription Plan” means the plan tier (Starter, Professional, or Enterprise) selected by Customer at registration or as subsequently modified. “Order Form” means a written or electronic order document that references these Terms. “Authorized Users” means employees, contractors, or agents of Customer who are authorized to use the Service under Customer’s account.

1.3 Authority. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity. If you lack such authority, you may not use the Service.

2. Account and Eligibility

2.1 Eligibility. The Service is intended for business use only. You must be at least 18 years old and have the legal capacity to enter into contracts in your jurisdiction. The Service is not directed to consumers for personal use.

2.2 Account registration. You must provide accurate, complete, and current registration information. You are responsible for keeping your login credentials confidential and for all activities that occur under your account. You must notify us immediately at security@visitorflow.com of any unauthorized access to or use of your account.

2.3 Authorized Users. Customer is solely responsible for provisioning Authorized User access, enforcing appropriate access controls within its workspace, and ensuring that Authorized Users comply with these Terms. Customer shall be liable for any breach of these Terms by its Authorized Users.

3. Subscription, Billing, and Payment

3.1 Subscription Plans. Access to the Service is provided on a subscription basis. The features, usage limits, and pricing applicable to each plan are set out on our Pricing page or in an Order Form. FR8 Tech reserves the right to change plan features with 30 days’ advance notice to existing subscribers.

3.2 Fees and payment. You agree to pay all fees in accordance with the Subscription Plan you select. Fees are billed in US Dollars unless otherwise stated on the Order Form. Payment is processed through our payment provider (currently Stripe). You authorize us to charge your payment method on each billing date. All fees are non-refundable except as expressly provided in Section 10 (Termination).

3.3 Taxes. Fees are exclusive of all applicable taxes. You are responsible for all taxes, levies, or duties imposed by taxing authorities in connection with your use of the Service. If FR8 Tech is required to collect or pay any such taxes, they will be added to the applicable invoice.

3.4 Auto-renewal. Subscriptions auto-renew at the end of each billing cycle (monthly or annual, as elected) at the then-current pricing unless you cancel before the renewal date. We will provide at least 30 days’ advance notice of any price increases before the next renewal.

3.5 Cancellation. You may cancel your subscription at any time from your account settings or by contacting billing@visitorflow.com. Cancellation takes effect at the end of the current billing period. Upon cancellation you retain access to the Service until the period end date. We do not provide pro-rata refunds for unused portions of a billing period unless required by applicable law.

4. Acceptable Use

4.1 Permitted use. You may use the Service solely for your internal business operations in connection with visitor, contractor, and driver management at your facilities, in accordance with these Terms and applicable law.

4.2 Prohibited uses. You must not, and must not permit any third party to: (a) use the Service in violation of any applicable law or regulation, including data protection laws; (b) collect biometric data without appropriate notice and consent as required by the laws of the applicable jurisdiction; (c) use the Service to discriminate unlawfully on the basis of any protected characteristic; (d) attempt to reverse-engineer, decompile, or disassemble any part of the Service; (e) copy, modify, or create derivative works of the Service; (f) access the Service by any means other than the interfaces provided by FR8 Tech; (g) use the Service to transmit malware, spam, or other harmful code; (h) impersonate another person or entity; (i) resell, sublicense, or otherwise transfer access to the Service without our written consent; (j) use the Service to build a competing product.

4.3 Enforcement. FR8 Tech may investigate suspected violations of this section. We reserve the right to suspend or terminate access immediately and without notice if we reasonably believe a violation has occurred that poses a security risk or a risk of harm to third parties.

5. Customer Data and Privacy

5.1 Ownership. As between the parties, Customer retains all right, title, and interest in and to Customer Data. FR8 Tech claims no ownership of Customer Data.

5.2 License to operate the Service. Customer grants FR8 Tech a limited, non-exclusive, worldwide license to process, store, and use Customer Data solely to the extent necessary to provide and improve the Service, prevent abuse, comply with legal obligations, and as otherwise described in our Privacy Policy and Data Processing Addendum.

5.3 Data processing. To the extent Customer Data includes personal data subject to applicable data protection law (including GDPR), the processing of such data is governed by our Data Processing Addendum (“DPA”), which is incorporated by reference into these Terms. By agreeing to these Terms, Customer also agrees to the DPA.

5.4 Privacy Policy. Our Privacy Policy describes how we collect and use information in connection with the Service. The Privacy Policy is incorporated into these Terms by reference.

6. Service Availability

6.1 Uptime commitment. FR8 Tech will use commercially reasonable efforts to make the Service available 99.9% of the time in any calendar month for Standard and Professional subscribers, and 99.95% for Enterprise subscribers, excluding Scheduled Maintenance and Force Majeure events. Live status and incident history are published at status.visitorflow.com.

6.2 Scheduled maintenance. FR8 Tech will provide at least 48 hours’ advance notice for planned maintenance windows that may impact availability. Emergency maintenance required to preserve security or data integrity may occur with shorter notice.

6.3 Service credits. In the event of a verified availability failure below the applicable threshold in any calendar month, Customer’s sole remedy is service credits as described in the applicable Order Form or, if no Order Form exists, as published in our SLA documentation. Credits do not apply to outages caused by Customer’s acts or omissions, third-party services outside our direct control, or Force Majeure events.

7. Intellectual Property

7.1 FR8 Tech IP. FR8 Tech and its licensors own and retain all right, title, and interest in and to the Service, including all software, algorithms, user interfaces, documentation, and improvements thereto. These Terms do not transfer any ownership of FR8 Tech intellectual property to Customer.

7.2 License grant. Subject to Customer’s timely payment of fees and compliance with these Terms, FR8 Tech grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service during the applicable subscription term solely for Customer’s internal business purposes.

7.3 Feedback. If Customer provides suggestions, ideas, or other feedback regarding the Service (“Feedback”), Customer grants FR8 Tech a perpetual, irrevocable, royalty-free, worldwide license to use such Feedback in connection with any FR8 Tech product or service without obligation or compensation to Customer.

8. Confidentiality

8.1 Obligations. Each party (“Receiving Party”) agrees to protect the Confidential Information of the other party (“Disclosing Party”) with the same degree of care it uses to protect its own confidential information of a similar nature, but no less than reasonable care. “Confidential Information” means any information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

8.2 Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) was rightfully known to the Receiving Party before disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (d) is required to be disclosed by law or court order, provided the Receiving Party gives prompt written notice (if legally permissible) and cooperates with reasonable efforts to seek a protective order.

8.3 Return or deletion. Upon termination or expiration of the agreement, each party will promptly return or destroy the other party’s Confidential Information upon request.

9. Modifications to the Service

FR8 Tech reserves the right to modify, enhance, or discontinue features of the Service at any time. For material changes that adversely affect existing functionality, we will provide at least 30 days’ advance notice via email or in-app notification. Continued use of the Service after the notice period constitutes acceptance of the modification. If a material change substantially reduces the value of the Service to Customer, Customer may terminate its subscription with a pro-rata refund of any prepaid fees for the unused portion of the subscription term by notifying us within 30 days of the change.

10. Term and Termination

10.1 Term. These Terms commence on the date you first accept them and continue until all subscriptions hereunder have expired or been terminated.

10.2 Termination for convenience. Either party may terminate for convenience as described in Section 3.5. FR8 Tech may terminate these Terms upon 30 days’ written notice.

10.3 Termination for cause. Either party may terminate these Terms immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within 15 days after written notice specifying the breach.

10.4 Effect of termination. Upon termination: (a) all licenses granted hereunder immediately terminate; (b) Customer must cease all use of the Service; (c) each party will promptly return or destroy the other’s Confidential Information upon request; and (d) all accrued payment obligations survive termination.

10.5 Data export and deletion. For 30 days following termination, Customer may export its Customer Data in JSON or CSV format via the account settings or by contacting support. After such 30-day period, FR8 Tech may delete Customer Data in accordance with our retention schedule and the DPA. FR8 Tech will retain aggregated, de-identified data derived from Customer Data for product improvement purposes.

11. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FR8 TECH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FR8 TECH DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

THE SERVICE IS NOT INTENDED TO BE THE SOLE OR PRIMARY MEANS OF PHYSICAL ACCESS SECURITY OR SAFETY COMPLIANCE AT CUSTOMER’S FACILITIES. CUSTOMER IS SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE OCCUPATIONAL HEALTH, SAFETY, IMMIGRATION, AND LABOR LAWS IN CONNECTION WITH ITS USE OF THE SERVICE.

12. Limitation of Liability

12.1 Exclusion of consequential damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, BUSINESS, DATA, GOODWILL, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Aggregate cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FR8 TECH’S TOTAL AGGREGATE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (B) USD $500.

12.3 Exceptions. The limitations in this Section 12 do not apply to: (a) Customer’s payment obligations; (b) either party’s indemnification obligations; (c) either party’s liability for gross negligence, willful misconduct, or fraud; or (d) liability that cannot be limited by applicable law.

13. Indemnification

13.1 Customer indemnity. Customer will defend, indemnify, and hold harmless FR8 Tech, its officers, directors, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Customer’s use of the Service in violation of these Terms or applicable law; (b) Customer Data, including any claim that Customer Data infringes or misappropriates a third party’s intellectual property rights or privacy rights; or (c) Customer’s failure to obtain required consents from data subjects in connection with the use of biometric or other sensitive features.

13.2 FR8 Tech indemnity. FR8 Tech will defend, indemnify, and hold harmless Customer from and against third-party claims that the Service, as provided by FR8 Tech and used in accordance with these Terms, infringes any patent, copyright, trademark, or trade secret of a third party; provided that Customer notifies FR8 Tech promptly in writing, grants FR8 Tech sole control of the defense, and cooperates reasonably with FR8 Tech.

14. Governing Law and Dispute Resolution

14.1 Governing law. These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.2 Informal resolution. Before initiating any formal dispute resolution process, the parties agree to attempt to resolve the dispute informally by providing written notice to the other party and negotiating in good faith for a period of at least 30 days.

14.3 Arbitration. Except for claims for injunctive or equitable relief, any dispute, claim, or controversy arising out of or relating to these Terms that cannot be resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration shall be conducted in Wilmington, Delaware, in English, by a single arbitrator. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

14.4 Class action waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES ITS RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. IF THIS WAIVER IS FOUND UNENFORCEABLE, THEN THE ARBITRATION CLAUSE ABOVE SHALL NOT APPLY AND ANY CLAIMS SHALL BE BROUGHT IN THE COURTS SPECIFIED IN SECTION 14.1.

15. General Provisions

15.1 Force majeure. Neither party shall be liable for delays or failures in performance resulting from acts or circumstances beyond its reasonable control, including natural disasters, government actions, internet outages, or pandemics, provided the affected party notifies the other promptly and uses commercially reasonable efforts to mitigate the impact.

15.2 Assignment. Customer may not assign or transfer these Terms or any rights hereunder without FR8 Tech’s prior written consent. FR8 Tech may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this section is void.

15.3 Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable.

15.4 Entire agreement. These Terms, together with any Order Form, the Privacy Policy, the DPA, and any other documents incorporated by reference, constitute the entire agreement between the parties with respect to the Service and supersede all prior agreements, representations, or understandings (whether written or oral) relating thereto.

15.5 Notices. Legal notices to FR8 Tech must be sent by email to legal@visitorflow.com with a copy by certified mail to FR8 Tech, Inc., [Address — to be inserted], Wilmington, DE, USA. Notices are effective upon receipt.

15.6 Waiver. A party’s failure or delay in exercising any right or remedy under these Terms does not constitute a waiver of that right or remedy. No single or partial exercise of any right or remedy prevents its further exercise or the exercise of any other right or remedy.